Exhibit
4.10 


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (TI) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	 	Right
    to Purchase _____ shares of Common Stock of ToughBuilt Industries, Inc. (subject to adjustment as provided herein)


 


COMMON
STOCK PURCHASE WARRANT


 


Issue
Date: July [●], 2018


 


TOUGHBUILT
INDUSTRIES, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies
that, for value received, _____ or his assigns (the “Holder”), is entitled, subject to the terms set forth below,
to purchase from the Company at any time after the Issue Date, until 5:00 p.m. E.S.T. on the fifth anniversary of the Issue Date,
(the “Expiration Date”), up to _______ fully paid and non-assessable shares of Common Stock at a per share purchase
price of $____1. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price for some or all of the Warrants,
temporarily or permanently, provided such reduction is made as to all outstanding Warrants for all Holders of such Warrants.


 


As
used herein the following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)
The term “Company” shall mean ToughBuilt Industries, Inc., a Nevada corporation, and any corporation which shall succeed
or assume the obligations of ToughBuilt Industries, Inc. hereunder.


 


(b)
The term “Common Stock” includes (i) the Company’s Common Stock, $0.0001 par value per share, as authorized
on the date hereof, and (ii) any other securities into which or for which any of the securities described herein (i) may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(c)
The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any
other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 herein or otherwise.


 


(d)
The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


 





 



1
25% of public unit offering price.


 




    	 



    	 



    


 


1.
Exercise of Warrant.


 


1.1
Number of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or
upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4.


 


1.2
Full Exercise. This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy
of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and
delivery within two days thereafter of payment, in cash, wire transfer or by certified or official bank check payable to the order
of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable
by the Purchase Price then in effect. The original Warrant is not required to be surrendered to the Company until it has been
fully exercised.


 


1.3
Partial Exercise. This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription
Form in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise provided the Holder has surrendered the original Warrant,
the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like
tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request,
the whole number of shares of Common Stock for which such Warrant may still be exercised.


 


1.4
Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”)
shall mean:


 


(a)
If the Company’s Common Stock is traded on an exchange or is quoted on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the average of the closing sale
prices of the Common Stock for the five(5) Trading Days immediately prior to (but not including) the Determination Date;


 


(b)
If the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, Inc., but is traded on the OTC Bulletin
Board or in the over-the-counter market or Pink Sheets, then the average of the closing bid and ask prices reported for the five
(5) Trading Days immediately prior to (but not including) the Determination Date;


 


(c)
Except as provided in clause (d) below and Section 3.1, if the Company’s Common Stock is not publicly traded, then as the
Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided; or


 


(d)
If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s charter , then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter , assuming for the purposes of this clause (d) that all
of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.


 




    	 



    	 



    


 


1.5
Company Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 


1.6
Delivery of Stock Certificates, etc. on Exercise. The Company agrees that provided the full purchase price listed in the
Subscription Form is received as specified in Sections 1.2, 1.3 or 2, the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the
date on which delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter (“Warrant
Share Delivery Date”), the Company at its expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled
on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities
and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.


 


2.
Cashless Exercise. Subject to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock
is greater that the Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash,
the holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being
cancelled) by delivery of a properly endorsed Subscription Form delivered to the Company by any means described in Section 12,
in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula:


 


	X=
        Y(A-B)

        A

         

        Where
        X = the number of shares of Common Stock to be issued to the holder



 


	 	Y=	the
        number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised,
        the portion of the Warrant being exercised (at the date of such calculation)

         

	 	A=	Fair
        Market Value

         

	 	B=	Purchase
    Price (as adjusted to the date of such calculation)


 




    	 



    	 



    


 


3.
Reorganization, Consolidation, Merger, etc. If, at any time while this Warrant is outstanding, (a) the Company effects
any merger or consolidation of the Company with or into another entity, (b) the Company effects any sale of all or substantially
all of its assets in one or a series of related transactions, (b) any tender offer or exchange offer (whether by the Company or
another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other
securities, cash or property, (d) the Company consummates a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, or spin-off) with one or more persons or entities whereby such other persons
or entities acquire more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by such other persons or entities making or party to, or associated or affiliated with the other persons or entities making or
party to, such stock purchase agreement or other business combination), (e) any “person” or “group” (as
these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of the Company, or
(f) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental
Transaction”) this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other
Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation
or merger of the effective date of dissolution following any such transfer, as the case may be; and shall be binding upon the
issuer of any Other Securities, including, in the case of such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided
in this Section 3.


 


4.
Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock or
(c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase
Price by a fraction, the numerator of which shall be the number f shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and
the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted shall be readjusted
in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares
of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted
to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but
for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such
exercise.


 


5.
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other
appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate
setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock
(or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding and (c) the Purchase Price and the number of shares of Common Stock to be
received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted
as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and
any Warrant Agent of the Company (appointed pursuant to Section 10 hereof).


 




    	 



    	 



    


 


6.
Reservation of Stock etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve
and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant.


 


7.
Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this
Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement
Form”) and together with an opinion of counsel reasonable satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities law, the Company will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


8.
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, the theft, destruction
or mutilation of this Warrant, and in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonable satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant
of like tenor.


 


9.
Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that
number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result
in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such
date. For the pw-poses of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(c-l) of the 1934 Act and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises
which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or
in part, upon sixty-one (61) days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but
not ill excess of 9.99%. The Holder may decide whether to convert a Convertible Note or exercise this Warrant to achieve an actual
4.99% or up to 9.99% ownership position as described above, but not in excess of 9.99%.


 


10.
Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”)
for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter
any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.


 


11.
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 




    	 



    	 



    


 


12.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, address as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitted
facsimile machine, at the address or number designated below (if delivered on a business day during normal business house where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, cully prepaid, address to such address or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:


 


If
to Company, to:


 


ToughBuilt
Industries, Inc.


25371
Commercentre Drive, Suite 200


Lake
Forest, CA 92630


 


If
to the Holder:


 


13.
Law Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Warrant shall be brought only in the State Courts of New York or in the federal courts located
in the State and County of New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS WARRANT, ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED IN CONECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement Each party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notice to it under this Warrant
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.


 


	 	TOUGHBUILT INDUSTRIES, INC.
	 	 	 
	 	By:	 
	 	 	Michael
    Panosian, Chief Executive Officer


 




    	 



    	 



    


 


Exhibit
A


 


FORM
OF SUBSCRIPTION


 


(to
be signed only on exercise of Warrant)


 


TO:  TOUGHBUILT
INDUSTRIES, INC.


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.__), hereby irrevocably elects to purchase (check
applicable box):


 


[  ]
________ shares of the Common Stock covered by such Warrant; or


 


[  ]
the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in
Section 2.


 


The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant,
which is $________. Such payment takes the form of (check applicable box):


 


[  ]
$ ________ in lawful money of the United States; and/or


 


[  ]
the cancellation of such portion of the attached Warrant as is exercisable for a total of _________ shares of Common Stock (using
a Fair Market Value of $____________per share for purposes of this calculation); and/or


 


[  ]
the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section
2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2.


 


The
undersigned requests that the certificates for such shares be issued in the name of, and delivered to __________________________________________
whose address is___________________


 


The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the ‘‘Securities
Act”), or pursuant to an exemption from registration under the Securities Act.


 


	Dated:
    ______________	 
	 	(Signature
    must conform to name of holder as specified on the face of the Warrant)
	 	
	 	 
	 	 
	 	(Address)


 




    	 



    	 



    


 


Exhibit
B


 


FORM
OF TRANSFEROR ENDORSEMENT


 


(To
be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of TOUGHBUILT INDUSTRIES,
INC. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of TOUGHBUILT INDUSTRIES, INC. with full power of substitution in the premises.


 


	Transferees	 	Percentage
    Transferred	 	Number
    Transferred
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Dated:________________	 	 
	 	 	(Signature
    must conform to name of holder as specified on the face of the warrant)
	 	 	 
	Signed
    in the presence of:	 	 
	 	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	ACCEFTED
    AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	 	 	 
	(Name)